UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 25, 2011
 
 
NEONODE, INC.
(Exact name of issuer of securities held pursuant to the plan)
 
 
Commission File Number 0-8419
 
Delaware
 
94-1517641
(State or other jurisdiction
of incorporation)
 
(I.R.S. Employer
Identification No.)


Sweden -Linnegatan 89, SE-115 23 Stockholm
USA - 651 Byrdee Way, Lafayette, CA. 94549
(Address of principal executive offices, including Zip Code)

Sweden + 46 8 667 17 17
USA + 1 925 768 0620
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
TABLE OF CONTENTS



Item 3.03                       Material Modification to Rights of Security Holders.

Item 5.03                       Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Item 9.01                       Financial Statements and Exhibits.

Signatures

Exhibit Index

Ex-3.1
Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation.

Ex-99.1
Press Release dated March 25, 2011


 
2
 


 
Section 3 — Securities and Trading Markets
 
Item 3.03              Material Modification to Rights of Security Holders.
 
See Item 5.03 below.
 
Section 5 — Corporate Governance and Management

Item 5.03              Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 25, 2011, Neonode, Inc. (the “Company”) filed a Certificate of Amendment of its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware effecting a reverse stock split of the Company’s issued and outstanding shares of Common stock and Preferred Stock at a ratio of twenty-five-to-one (the “Reverse Split”).  The Certificate of Amendment provides that each twenty-five (25) outstanding shares of the Corporation’s Common Stock, par value $0.001 per share, will be exchanged and combined, automatically, without further action, into one (1) share of Common Stock, and each twenty-five (25) outstanding shares of the Corporation’s Preferred Sock, par value $0.001 per share, will be exchanged and combined, automatically, without further action, into one (1) share of Preferred Stock.  The Reverse Split will reduce the number of issued and outstanding shares of the Company’s common stock from approximately 556.70 million shares to approximately 22.27 million shares.  The Reverse Split became effective on the close of business on March 25, 2011 and trading of the Company’s common stock on the OTCBB on a split-adjusted basis will begin at the open of trading on March 28, 2011.  No fractional shares will be issued in connection with the reverse stock split.  Any fractional shares resulting from the Reverse Split will be rounded up to nearest whole number.  The par value and other terms of the stock were not affected by the Reverse Split.  A more detailed description of the Reverse Split and its principal effects is contained in the Company’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on July 15, 2010.

A copy of the Certificate of Amendment is attached hereto and is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company’s transfer agent, American Stock Transfer and Trust Company, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of their stock certificates.

On March 25, 2011, the Company issued a press release with respect to the reverse stock split described above.  A copy of such press release is attached hereto and is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 

Section 9 - Financial Statements and Exhibits

Item 9.01.             Financial Statements and Exhibits.
 
 
(d) 
Exhibits.
 
 
 
3.1 
Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 25, 2011.
     
 
99.1
Press Release dated March 25, 2011.

 
 
3
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
NEONODE, INC.
     
 
By:
/s/ David W. Brunton
    Name:  David W. Brunton
    Title:  Chief Financial Officer
     
 
Date: March 28, 2011
 
 
4
 
EXHIBIT 3.1

CERTIFICATE OF AMENDMENT
OF
THE AMENDED AND RESTATATED CERTIFICATE OF INCORPORATION
OF
NEONODE INC.
 
Neonode Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
 
First:   The name of the Corporation is Neonode Inc.
 
Second:   The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 4, 1997 under the name SBE (Delaware), Inc.  The name of the Corporation was changed to SBE, Inc. pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware on December 15, 1997.  An Amendment to the Certificate of Incorporation was filed on August 10, 2007 to change the name of the Corporation to Neonode Inc.  On April 17, 2009, an Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware.  On December 13, 2010, an Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware to increase the Corporations’ authorized share capital.
 
Third:   At a meeting of the Board of Directors of the Corporation a resolution was duly adopted with respect to an amendment to the Corporation’s Amended and Restated Certificate of Incorporation as set forth below, declaring such amendment to be advisable, and directing that such resolution be submitted for approval by the Corporation’s stockholders:

“To authorize the Board of Directors, in its discretion, to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of Common stock and Preferred Stock, without further approval or authorization of the Company’s stockholders, at a ratio of not less than twenty-for-one and not more than fifty-for-one, with the exact ratio to be set within this range as determined by the Board in its sole discretion at any time prior to the next annual meeting of stockholders of the Company.”

Fourth:   Thereafter, pursuant to resolution of the Board of Directors, the Corporation’s annual meeting of stockholders was duly called and held upon notice on August 6, 2010, in accordance with the Section 222 of the General Corporation Law of the State of Delaware, at which meeting, in accordance with Section 242 of the General Corporation Law of the State of Delaware, the necessary number of shares as required by statute were voted in favor of the resolution authorizing the Board of Directors, in its discretion, to amend the Corporation’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Corporation’s issued and outstanding shares of Common stock and Preferred Stock, without further approval or authorization of the Corporation’s stockholders, at a ratio of not less than twenty-for-one and not more than fifty-for-one, with the exact ratio to be set within this range as determined by the Board in its sole discretion at any time prior to the next annual meeting of stockholders of the Corporation.

Fifth:    Thereafter, in accordance with such stockholder authorization and approval, the Board of Directors of the Corporation adopted a resolution to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment to exchange and combine each twenty-five (25) outstanding shares of the Corporation’s Common Stock, par value $0.001 per share, into one (1) share of Common Stock, and each twenty-five (25) outstanding shares of the Corporation’s Preferred Stock, par value $0.001 per share, into one (1) share of Preferred Stock.

Sixth:   In accordance with such Board of Directors and stockholder authorizations and approvals, the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by adding the following new paragraph immediately after Section A of Article IV:
 
 
 
 
 

 
“Effective at the close of business, Eastern Time, on the date this Certificate of Amendment of the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware, each twenty-five (25) outstanding shares of the Corporation’s Common Stock, par value $0.001 per share, will be exchanged and combined, automatically, without further action, into one (1) share of Common Stock, and each twenty-five (25) outstanding shares of the Corporation’s Preferred Sock, par value $0.001 per share, will be exchanged and combined, automatically, without further action, into one (1) share of Preferred Stock.  At the effective date, there shall be no change in the number of authorized shares, including the number authorized for each class of shares, which the Corporation shall have the authority to issue.”

In Witness Whereof , Neonode Inc. has caused this Certificate of Amendment to be signed this 18th day of March, 2011.
 
Neonode Inc.
 
/s/ Thomas Eriksson                                      
Thomas Eriksson, CEO
 
/s/ David Brunton                                          
David Brunton, Secretary and CFO
 
Exhibit 99.1


 
Neonode Announces 25:1 Reverse Stock Split

Santa Clara, CA . – March 25, 2011 – Neonode Inc. (OTCBB: NEON.OB), a provider of optical touchscreen technology solutions for hand-held and small to midsize devices, today announced it has filed a certificate of amendment to its Amended and Restated Certificate of Incorporation to effect a twenty five-for-one reverse stock split of Neonode’s common and preferred stock.

“Neonode today is a different company than it was three years ago,” said Thomas Eriksson, Chief Executive Officer of Neonode.  “Over the past several months, we have announced significant licensing arrangements with global market leading original equipment manufacturers of hand-held devices.  As we see sales increase, especially in the United States, we are implementing this reverse split in order to organize our capital structure and make our share price more attractive for institutional and other investors. We believe that our current volume of business and the prospects for expansion into additional markets can sustain the post-reverse-split market price of our shares.”
 
Neonode anticipates that the reverse stock split will be effective as of the close of business on March 25, 2011, and that trading of the Company’s common stock on the OTCBB on a split-adjusted basis will begin at the open of trading on March 28, 2011. When the reverse stock split becomes effective, every twenty-five shares of issued and outstanding Neonode stock will be combined into one issued and outstanding share of stock, without any change in the par value per share.  This will reduce the number of outstanding shares of Neonode common stock from approximately 556.70 million shares to approximately 22.27 million shares. Neonode’s shares of common stock will continue trading on the OTCBB under the symbol “NEON” (with the letter “D” added to the end of the trading symbol for a period of 20 trading days to indicate that the reverse stock split has occurred), but will trade under a new  CUSIP number.
 
No fractional shares will be issued in connection with the reverse stock split.  Instead, fractional shares will be rounded up to whole shares.

Additional information on the effects of the reverse stock split can be found in Neonode’s definitive information statement filed with the Securities and Exchange Commission on July 15, 2010.

Neonode has retained its transfer agent, American Stock Transfer and Trust Company, LLC (“AST”), to act as exchange agent for the reverse stock split.  AST will manage the exchange of pre-split shares for post-split shares.  As soon as practicable, AST will provide stockholders of record as of the effective time of the reverse stock split with a letter of transmittal providing instructions for the exchange of their certificates representing pre-split shares of common stock for new certificates of post-split shares of common stock.  Stockholders who hold their shares in “street name” will be contacted by the banks or brokers with any relevant instructions.
 
About Neonode Inc.
Neonode Inc. is a leading provider of optical touch screen solutions for hand-held and small to midsize devices .   Neonode Inc. is a leading provider of optical touch screen solutions for hand-held and small to midsize devices. Neonode is offering software licenses and engineering design services that enable companies to make high functionality touch screens at a low cost. zForce ® is the name of Neonode’s proprietary patented touch screen technology. Neonode Inc is listed on the OTCBB under the symbol NEON.OB. Neonode is a trademark and zForce® is a registered trademark of Neonode Inc.

zForce®
Neonode’s patented touch solution for portable devices, zForce, is many times more cost effective than any other high performance touch solution in the market today. zForce® supports high resolution pen writing in combination with finger navigation including gestures, multi-touch, sweeps and much more. zForce® doesn’t require an overlay on top of the display window and provide a 100% clear viewing experience..zForce is the only viable touch screen solution that operates on the new revolutionary reflective display panels.. Neonode has signed customer contracts with Sony Corporation and other global OEM’s. zForce® is currently being integrated into a variety of mobile phones, eReaders, automotive applications, mobile internet and tablet devices.
 
 
 
 
 

 
Safe Harbor
Neonode makes forward-looking statements in this press release which represent our expectations or beliefs about future events and financial performance. Forward-looking statements are identifiable by words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties, including the risks described in our Annual Report on Form 10-K for the period ended December 31, 2009, our Quarterly Report on Form 10-Q for the period ended September 30, 2010 and other filings we make with the Securities and Exchange Commission. In addition, actual results could differ materially from those suggested by the forward-looking statements, and therefore you should not place undue reliance on the forward-looking statements. We do not make any commitment to revise or update any forward-looking statements to reflect events or circumstances occurring or existing after the date of any forward-looking statement is made.
 
For more information, please visit www.neonode.com or contact

David Brunton, CFO
david.brunton@neonode.com
+1 925 768 0620
 
 
 
 
 
 
 
For more information, please visit www.neonode.com or contact

Thomas Eriksson, CEO
thomas.eriksson@neonode.com
Tel:  +46 8 667 17 17
Mobile: +46 708 521 337

David Brunton, CFO
david.brunton@neonode.com
+1 925 768 0620

Sales – Americas
Douglas Young, VP Sales - Americas
Douglas.young@neonode.com
+1 408 202-8477